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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): JUNE 1, 2001
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SOUND ADVICE, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 0-15194 59-1520531
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(STATE OR OTHER JURISDICTION OF INCORPORATION) (COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
1901 TIGERTAIL BOULEVARD
DANIA BEACH, FLORIDA 33004
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (954) 922-4434
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ITEM 5. OTHER EVENTS
On June 1, 2001, Sound Advice, Inc. ("Sound Advice") entered into an
Agreement and Plan of Merger with Tweeter Home Entertainment Group, Inc.
("Tweeter") and its wholly-owned subsidiary TWT Acquisition Corp. ("Tweeter
Sub"), providing for the acquisition by Tweeter of all the outstanding common
stock of Sound Advice through the merger (the "Merger") of Tweeter Sub with and
into Sound Advice. The Merger is structured as a tax-free exchange for stock and
will be accounted for by Tweeter as a purchase. Under the terms of the
agreement, each outstanding share of Sound Advice common stock will be converted
into Tweeter common stock, at an exchange ratio of 1 for 1 while the five-day
average market price for Tweeter is between $21 and $30 per share. If the
five-day average market price for Tweeter common stock at the time of closing is
above $30 per share, the exchange ratio will decrease in order to maintain $30
per share. If the five-day average market price for Tweeter common stock is
below $21 per share, the exchange ratio will increase in order to maintain $21
per share. Both parties have the right to terminate if the five-day average
closing price of Tweeter common stock is below $18 per share at the time of
closing. The transaction, which is expected to close on or about September 1,
2001, is subject to shareholder approval by both companies, any necessary
regulatory approvals and other customary closing conditions. The foregoing
description of the Agreement and Plan of Merger is qualified in its entirety by
reference to the Agreement and Plan of Merger, a copy of which is filed as an
exhibit hereto and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger among Tweeter Home
Entertainment Group, Inc., TWT Acquisition Corp. and
Sound Advice, Inc., dated June 1, 2001.
99.1 Press release of Sound Advice, dated June 4, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
SOUND ADVICE, INC.
Date: June 8, 2001 By: /s/ PETER BESHOURI
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Peter Beshouri
Chief Executive Officer and President
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